CIRI and ANCSA Shareholders: TAKE NOTE; important event occurring at the Alaska Supreme Courtney DiLaurentis building. Check out Bob Rudes note: Alaska Supreme Court Hearing – October 15, 2013, 1:30 p.m. , Anchorage, Ak By Bob Rude, CIRI Shareholder; Past CIRI Director A court hearing on a Class Action lawsuit that was filed by Harold Rudolph, Bob Rude and Nicoli against CIRI, will be held October 15th at 1:30 PM at the Alaska Supreme Court building at 303 K Street, Anchorage, Alaska. This lawsuit was filed in regards to the 2010 CIRI Election that was held in Puyallup, Washington, on June 5, 2010, because, a day before the meeting took place, the CIRI staff attorney wrote CIRI’s Election Judge (who was paid by CIRI $350 per hour) a letter claiming that our proxy form was erroneously drafted and because of that, it required that we had to share the proxies, 50-50. Instead of filing an administrative complaint against us with the Division of Banking and Securities who has jurisdiction on ANCSA corporation proxy matters, CIRI directed the Election Judge to divide our proxies 50-50, effectively voiding half of our proxies, even though Mr. Rudolph withdrew as a candidate and was not present at the meeting. Mr. Rudolph’s withdrawal was delivered to CIRI Election Judge the morning before the meeting convened and he did not attend the meeting due to the expense to get to Puyallup, WA. The costs of air travel, hotel costs, food and travel to the meeting site was approximately $1200 and too costly for him. Rudolph was not present at the meeting, was not nominated nor did he accept nomination. After the CIRI meeting was called to order, the Election Judge informed the shareholders present at the meeting that the Rude/Rudolph proxies had to be divided 50-50 even though Rudolph was not a qualified candidate. Because of the illegal division of our proxies, I missed being elected by just a few votes. As far as I know, the CIRI bylaws do not have a provision for dividing proxy votes as they have. CIRI election procedures and Rules of Conduct for shareholder meetings adopted by the CIRI Board of Directors included in Proxies and Proxy solicitations qualification of proxy holders: If a shareholder names more than one person to be his proxy holder and one or more of the persons so named is ineligible, and the proxy provides for the power of substitution, the ineligible persons shall have the right to name eligible substitutes to act in their stead; if the proxy does not provide for the power of substitution, only the eligible proxy holders can exercise the proxy and any ineligible persons are disregarded as if they had not been named. Another CIRI proxy rule stated: Under multiple proxy holders---where two or more people are named as proxy holders on a single proxy form, the individuals as a group serve as the proxy holder; they decide among themselves how to cast all votes on one ballot. Under AS 10.06.420, voting shares, (d), gives a proxy holder the right to distribute votes among any number of candidates of his choice. 3 AAC 08.335(f) (3) requires as to proxy: A proxy may confer discretionary authority to vote with respect to the following: (3) the election of a person to an office for which a bona fide nominee is named to the proxy statement and the nominee is unable to serve or for good cause will not serve. Mr. Rudolph withdrew as a candidate because he did not have adequate funds to travel to and from Puyallup, Washington to participate in the CIRI Annual Meeting and Elections. 3AAC 08.365(10) Nominee, means a person who has consented to being named in a proxy statement and who has agreed to serve if elected. Rudolph was not an official candidate because he was not nominated nor did he accept nomination. He was not present at the annual meeting. Wall Report on Proxies 6/2/10 1:40;55 p.m. showed Candidate Group Discretionary Votes for CIRI at 1,223,343.651 and 475,072.440 for Rude/Rudolph. Directed Votes for individuals showed Dorothy Anagick with 38,010.736 votes and Rude was second with 6,728.689 voted. Wall Report as of June 6, 2010 11:03.21 a.m., showed Candidate Group Discretionary Votes was crossed out and Rude/Rudolph Discretionary votes was changed to Directed. Rude directed votes were listed at 237,536.220 and Rudolph was listed at 237,536.220. A corporate Election Judge does not have authority to void proxies; only the Division of Banking and Securities and a Court of Law does. (See WIllis Kirpatrick, Dir,Div. of Banking & Sec. & Corp. memo from Willson L. Condon, Attorney General memo dated 11-12-81 on Klawock Heenya Corp. bylaws as pertaining to Inspector of Elections). Page 4 of the memo says: To permit an inspector of election who had been appointed by management to exercise the discretion to invalidate a proxy on the basis that it was false or misleading, tender the state regulatory scheme nugatory. If these types of determinations were made by management, an insurgent faction could be prevented from assuming control of the corporation simply by management’s control of the inspector of election. Division of Banking, Securities and Corporations, Alaska Order #97-10S Order to Cease and Desist and Order imposing Civil Fine in the matter of Kenai Natives Association. Order signed by Larry Carroll, June 4, 1997. The decision included, on page 2: The Division finds the election rules adopted by Kenai Natives Association, Inc. creating the position of Election Judge with the powers to hear complaints, make determinations, and invalidate proxies is an invalid assumption granted by Kenai Natives Association, Inc. a regulated entity, of the authority granted the Dept. of Commerce and Economic Development, in violation of Statute at 45.55.906(a). Page 3 included Order: Accordingly, pursuant to AS 45.55.920, the Division orders Kenai Natives Association, Inc., to cease and desist from violations of the Alaska Securities Act and further imposes a civil penalty of $500. All actions against proxies taken by the Election Judge for the 1997 election of directors are hereby declared invalid, by reason of the improper assumption of the regulatory function by the Corporation. Any proxies so invalidated are to be counted and adjusted results announced to shareholders by a time certain and in a manner suggested by the Corporation and agreed by the Division. In accordance with the provisions f AS 45.55.920(a) (1) (C), the Division retains the authority to void proxies prior to or after their use if obtained in false or misleading manner. The Corporation or a shareholder may submit a complaint and documentation relative to any proxies allegedly obtained in such a manner with appropriate statutory remedy if warranted. Use of Power of Substitution --R&R Proxy stated: I hereby appoint as my attorney in fact and proxies (“Proxies”) Robert W. Rude and Harold F. Rudolph and each of them each with full power of substitution to vote all shares of stock of CIRI that I own...If this proxy is signed and no specific direction is given, it will be voted for Robert W. Rude and Harold F. Rudolph. Mr. Rude and Mr. Rudolph present at the meeting whether in person or by substitution (or if only one thereof shall be present and act then the one) shall have and exercise all powers of Proxies hereunder. Alliance 2003 Proxy: I hereby appoint as my attorney-in-fact and proxies (“Proxy holder’s”) Kristian Anderson, Darlene Sambo, William English, Thomas Hundorf, Harold Rudolph, and each of them, each with full power of substitution, to vote all shares of stock of CIRI that I own, with all powers I would possess if personally present. If this proxy is signed and no specific direction is given, this Proxy will be voted for the nominees named under (1) below (“Nominees”). A majority of the Nominee’s present at the annual meeting, either in person or by substitute (or if only one thereof shall be present and then that one) shall have and exercise all the powers of Proxy holders under this proxy. CIRI June 4, 2011 Proxy: I hereby appoint as my attorney-in-fact and proxies (“Proxies”) the members of the CIRI Board of Directors, and each of them, each with full power of substitution to vote all shares of stock that I own. If this proxy is signed and no specific direction is given, it will be voted for the Board-endorsed candidates. A majority of the members of the CIRI Board of Directors present at the meeting either in person or by substitution (or if only one thereof shall be present and act) then that one shall have and exercise all the powers of Proxies hereunder. Another important point---Jan. 4, 1999 Legislative Audit #08-4572-99 (page 47)--- Auditors recommended equal treatment for proxy expenses. Until stock restrictions are lifted on Native corporation stock, qualified candidates for corporate board positions should be treated equally regarding access to corporate proxy statements and corporate resources. Page 48: For many shareholders the resources needed for drafting and printing costs as well as the postage are not available. This would have the effect of limiting candidates to those who have their own personal resources and to corporate supported candidates. Also Section 1 of the State Constitution says that all persons are equal and entitled to equal rights, opportunities, and protections under the law. Section 7(h)(1) of ANCSA says: stock issued pursuant to (g) shall carry a right to vote in elections for the board of directors and on such other questions as properly may be presented to stockholders, shall permit the holder to receive dividends or other distributions for the Regional Corporation, and shall vest in the holder all rights of a stockholder in a business corporation organized under the laws of the State of Alaska, except that for a period of 20 years after the date of enactment of this Act the stock, inchoate rights thereof, and any dividends paid or distributions made with respect thereto may not be sold, pledged, subject to a lien or judgment execution, assigned in present or future or otherwise alienated.. Elections are not fair and equal in the Native corporations and that needs to be changed. Alaska Native shareholders are urged to stand up and seek the same rights and protections given other stockholders and American citizens. Section 7(h)(1) of ANCSA says: stock issued pursuant to (g) shall carry a right to vote in elections for the board of directors and on such other questions as properly may be presented to stockholders, shall permit the holder to receive dividends or other distributions for the Regional Corporation, and shall vest in the holder all rights of a stockholder in a business corporation organized under the laws of the State of Alaska, except that for a period of 20 years after the date of enactment of this Act the stock, inchoate rights thereof, and any dividends paid or distributions made with respect thereto may not be sold, pledged, subject to a lien or judgment execution, assigned in present or future or otherwise alienated.. With the above class action lawsuit in the Supreme Court, we are hoping that the Supreme Court will rule in the favor of Native stockholders and in our favor, and exonerate Rudolph and Rude and reinstate their proxies and correct the election results of the CIRI Annual Meeting election of June 5th, 2010.
Posted on: Wed, 09 Oct 2013 02:34:34 +0000
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